2003 Committee Charter : WMT

PC Docs #723197 1
WAL-MART STORES, INC.
STRATEGIC PLANNING AND FINANCE
COMMITTEE CHARTER
Purpose
The Strategic Planning and Finance Committee (the "Committee") is appointed by the Board to
review and analyze financial matters and assist the Board in long-range strategic planning.
Committee Membership
The Committee shall consist of no fewer than three members, as determined annually by the
Board on the recommendation of the Compensation, Nominating and Governance Committee.
The members of the Committee shall be appointed annually by the Board on the
recommendation of the Compensation, Nominating and Governance Committee. Committee
members may be replaced by the Board at any time. The Board shall designate the Chairman or
Chairwoman ("Chairperson") of the Committee.
Meetings
The Committee shall meet as often as it determines to be necessary or appropriate. The
Chairperson shall preside at each meeting and, in the absence of the Chairperson, one of the
other members of the Committee shall be designated as the acting chair of the meeting. The
Chairperson (or acting chair) may direct appropriate members of management and staff to
prepare draft agendas and related background information for each Committee meeting. The
draft agenda shall be reviewed and approved by the Committee Chairperson (or acting chair) in
advance of distribution to the other Committee members. Any background materials, together
with the agenda, should be distributed to the Committee members in advance of the meeting. All
meetings of the Committee shall be held pursuant to the By-laws of the Company with regard to
notice and waiver thereof, and written minutes of each meeting, in the form approved by the
Committee, shall be duly filed in the Company records. Reports of meetings of the Committee
shall be made to the Board at its next regularly scheduled meeting following the Committee
meeting accompanied by any recommendations to the Board approved by the Committee.
Committee Authority and Responsibilities
The basic responsibility of the members of the Committee is to exercise their business judgment
to act in what they reasonably believe to be in the best interests of the Company and its
shareholders. In discharging that obligation, members should be entitled to rely on the honesty
and integrity of the Company's senior executives and its outside advisors and auditors, to the
fullest extent permitted by law.
With respect to its finance functions, the Committee has the following authority and
responsibilities:
1. Stay informed on a timely basis about the Company's financial status;
PC Docs #723197 2
2. Evaluate the Company's capital structure and develop recommendations based upon that
information;
3. Advise management and the Board regarding financial matters including global financial
policies and practices, capital structure, annual financing plans, restructuring, acquisitions and
divestitures;
4. Analyze and recommend basic financial goals to be achieved by the Company;
5. Review significant relationships with analysts, banks and investment banks;
6. Review the Company's performance on major capital investment projects versus original
projections;
7. Review and recommend a dividend policy for the Company; and
8. Review and recommend the annual budget to the full Board for approval.
With respect to its strategic planning functions, the Committee has the following authority and
responsibilities:
1. Provide input from the Board to management in the development of the Company's strategic
plan;
2. Serve as a resource in assisting management in the development of the Company's strategic
plan;
3. Act in an advisory capacity in assessing the strategies and action plans designed to meet the
Company's strategic objectives; and
4. Serve as representatives of the Board in evaluating the Company's strategic planning process.
The Committee shall review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board for approval. The Committee shall annually review its own
performance.